Bain Capital Life Sciences Opportunities III, LP reported a significant ownership stake in Kyverna Therapeutics, Inc. common stock. As of the close of business on December 31, 2025, the fund beneficially owned 3,110,000 shares, representing approximately 5.4% of Kyverna’s outstanding common stock.
The filing states that these shares are held with shared voting and dispositive power through a chain of Bain Capital Life Sciences entities organized in Delaware. The ownership percentage is based on 57,127,420 shares outstanding reported by Kyverna in a prospectus supplement filed on December 18, 2025.
The reporting person certifies that the securities were not acquired and are not held for the purpose of changing or influencing control of Kyverna, but rather as a passive investment under the applicable beneficial ownership rules.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
KYVERNA THERAPEUTICS, INC.
(Name of Issuer)
Common Stock, $0.00001 par value per share
(Title of Class of Securities)
501976104
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
501976104
1
Names of Reporting Persons
Bain Capital Life Sciences Opportunities III, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,110,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,110,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,110,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.4 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
KYVERNA THERAPEUTICS, INC.
(b)
Address of issuer's principal executive offices:
5980 Horton Street, Suite 550, Emeryville, California 94608
Item 2.
(a)
Name of person filing:
This Schedule 13G is being filed by Bain Capital Life Sciences Opportunities III, LP, a Delaware limited partnership (the "Reporting Person").
Bain Capital Life Sciences Investors, LLC, a Delaware limited liability company ("BCLSI"), is the manager of Bain Capital Life Sciences III General Partner, LLC, a Delaware limited liability company ("BCLS Fund III GP"), which is the general partner of Bain Capital Life Sciences Fund III, L.P., a Delaware limited partnership ("BCLS Fund III"), which is the sole member of Bain Capital Life Sciences Opportunities III GP, LLC, a Delaware limited liability company (together with the Reporting Person, BCLSI, BCLS Fund III GP and BCLS Fund III, the "Bain Capital Life Sciences Entities"), which is the general partner of the Reporting Person. As a result, BCLSI may be deemed to share voting and dispositive power with respect to the securities held by the Reporting Person.
(b)
Address or principal business office or, if none, residence:
The principal business address for each of the Bain Capital Life Sciences Entities is 200 Clarendon Street, Boston, Massachusetts 02116.
(c)
Citizenship:
Each of the Bain Capital Life Sciences Entities is organized under the laws of the State of Delaware.
(d)
Title of class of securities:
Common Stock, $0.00001 par value per share
(e)
CUSIP No.:
501976104
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of the close of business on December 31, 2025, the Reporting Person held 3,110,000 shares of Common Stock, representing approximately 5.4% of the outstanding shares of Common Stock.
The percentage of the outstanding shares of Common Stock held by the Reporting Person is based on 57,127,420 shares of Common Stock issued and outstanding, as reported by the Issuer in its prospectus supplement filed with the Securities and Exchange Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, on December 18, 2025.
(b)
Percent of class:
See Item 4(a) hereof.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
3,110,000
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
3,110,000
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Bain Capital Life Sciences Opportunities III, LP
Signature:
/s/ Adam Koppel
Name/Title:
Adam Koppel, Partner of Bain Capital Life Sciences Investors, LLC
What stake does Bain Capital Life Sciences hold in Kyverna Therapeutics (KYTX)?
Bain Capital Life Sciences Opportunities III, LP beneficially owns 3,110,000 shares of Kyverna Therapeutics common stock, representing about 5.4% of the company. This percentage is calculated using 57,127,420 shares outstanding as reported in Kyverna’s December 18, 2025 prospectus supplement.
As of what date is Bain Capital’s 5.4% KYTX ownership calculated?
The 5.4% ownership of Kyverna Therapeutics by Bain Capital Life Sciences Opportunities III, LP is calculated as of the close of business on December 31, 2025. The percentage uses Kyverna’s reported 57,127,420 outstanding shares from a prospectus supplement filed on December 18, 2025.
How many Kyverna Therapeutics (KYTX) shares are outstanding in this filing?
The filing uses 57,127,420 shares of Kyverna Therapeutics common stock as the total outstanding amount for its calculations. This outstanding share count comes from Kyverna’s prospectus supplement filed on December 18, 2025, under Rule 424(b)(5) of the Securities Act.
Does Bain Capital Life Sciences control Kyverna Therapeutics (KYTX)?
The filing explicitly certifies that the securities were not acquired and are not held to change or influence control of Kyverna Therapeutics. The position is reported as a passive investment under beneficial ownership rules, without an intent to direct the issuer’s control.
Who is the reporting person in the Kyverna Therapeutics (KYTX) Schedule 13G/A?
The reporting person is Bain Capital Life Sciences Opportunities III, LP, a Delaware limited partnership. Its general partner and related entities, including Bain Capital Life Sciences Investors, LLC, may be deemed to share voting and dispositive power over the reported Kyverna shares.
What voting power does Bain Capital have over its Kyverna Therapeutics (KYTX) shares?
The reporting person lists 0 shares with sole voting power and 3,110,000 shares with shared voting power in Kyverna Therapeutics. It also reports shared dispositive power over the same 3,110,000 shares, reflecting control exercised through affiliated Bain Capital Life Sciences entities.
